PRIVATEBANCORP, INC. 3-5/8% Contingent Convertible Senior Notes due 2027 Registration Rights AgreementRegistration Rights Agreement • March 15th, 2007 • Privatebancorp, Inc • State commercial banks • New York
PrivateBancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to RBC Capital Markets Corporation (the “Initial Purchaser”) upon the terms set forth in a purchase agreement dated March 8, 2007 (the “Purchase Agreement”), $100,000,000 aggregate principal amount (plus up to an additional $15,000,000 principal amount) of its 3-5/8% Contingent Convertible Senior Notes due 2027 (the “Securities”). The Securities will be convertible into shares of the Company’s Common Stock, no par value per share (the “Common Stock”), at the conversion price set forth in the Final Offering Memorandum dated March 8, 2007. The Securities will be issued pursuant to an Indenture, dated as of March 14, 2007 (the “Indenture”), between the Company and LaSalle Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as hereinafter defi
PRIVATEBANCORP, INC. ISSUER TO LASALLE BANK NATIONAL ASSOCIATION TRUSTEE INDENTURE Dated as of March 14, 2007 3-5/8% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2027Indenture • March 15th, 2007 • Privatebancorp, Inc • State commercial banks • New York
